By: Prof. Dr. Halimu Shauri Consultant Sociologist hshauri@yahoo.com IMPLEMENTATION OF MWONGOZO :Corporate Governance Reporting, Board Induction, Work Plan and Strategy By: Prof. Dr. Halimu Shauri Consultant Sociologist hshauri@yahoo.com

IMPLEMENTATION OF MWONGOZO : THE CODE OF GOVERNANCE FOR STATE CORPORATION Board Members/Senior Management level of expertise Board members/Senior Management vs leadership = sound management, governance framework and oversight of state corporations Demonstration of: Integrity Compliance with the law and regulations Fair/just treatment Objectivity in decision making and action Independence of directors Ethical behaviour

Reading through MWONGOZO I see... Effectiveness of boards and management emphasised Transparency and disclosure Accountability Risk management Internal controls Ethical leadership and management and Excellent corporate citizenship (CSR) N/B: Core values + Principles of public service (Articles 10, 73 and 232 of Constitution 2010)

GOVERNANCE REPORTING: MWONGOZO FRAMEWORK What is reporting for corporate governance? When do we give corporate governance report? What do we report in corporate governance? Why do we report in corporate governance? How do we report in corporate governance?

What do we include and How?: Vision, values and impact on corporate behaviour Compliance issues-Principles of corporate governance The board of directors: Mandate, Number of directors, composition, non-executive chairman, skill mix and competencies, number of meetings When board papers/documents are circulated Declaration of conflict of interest Annual performance reviews of directors Appointments based on priority needs of corporation and induction Responsibilities of directors: Goal setters-plans and strategies, ensure a suitable management structure, oversee implementation of strategy and advise management Financials: Budget reviews and adoption, ensure financial statement preparation

Risk management- oversight of controls/compliance Board Members and Committees, their responsibilities and composition: Standing such as Audit, Remuneration, Nominations Accountability statement- objectivity, disclosures-remuneration of directors, salaries and benefits of CEO; Procurement Corporate social report Compliance with the law: Companies Act, Anticorruption, code of ethics, money laundering etc Human resource deployment and development Board evaluation results Sustainability report

DEVELOPING THE BOARD WORK PLAN What is a plan? When to plan? Why plan? How to plan?

Beginning of year: Needs, strategic thrust, competitiveness and viability Reviews: Strategy, policy and plan implementation Risk Assessment and management Budgeting and Financial Management Quality assurance Board Evaluation Governance and Compliance Competency development for board members Activities necessary/Prioritization Matching of priorities to statutory requirements and boards calendar of meetings Develop boards work plan matrix: Month, function, activity, responsible, requirements,

BOARD INDUCTION What is induction? When do we conduct inductions? Why conduct induction? What should be included in an induction? How to conduct an induction?

The organization and mandates Board composition, functions and responsibilities Board work plan Board members expectations: Duty (best interest of the corporation), collective responsibility, conflict of interest, spokesperson, dealing with staff, information belongs to the corporation and no surprises Board operations- meetings (Frequency and duration), agenda, board papers, blue sky sessions, preparation and communication. Board committees (Standing and others) and their terms of reference Board evaluation (members, chairman and CEO)

Put in place an induction programme Competency Needs Assessment (CNA) Continuous Professional Development (CPD) Keep up with dynamism in the sector. Laws, regulations, policy and practice Professionals should have certification from relevant bodies

BOARD STRATEGY DEVELOPMENT What is a strategy? When do you need to develop a strategy? Why develop a strategy? How do you develop a strategy?

What?- Means to action/plans/programme Why?- for focusing leadership/clarity of ends/sharpen decisions/cooperation and integration/ responsibility of leadership/ deployment of resources Boards and strategic leadership, oversight role to monitor and evaluate performance Strategy can be: corporate, competitive and general General: achieving objective = deployment Corporate: choices and commitments-markets, products, services etc Competitive: low cost, differentiation, niche or focus Analysis and direction: Vision, mission and core values

Analysis: CBA, SWOT and PESTEL or Porters industry environment analysis-Threat of entry and substitutes, buyers and suppliers bargaining powers and rivalry/competition Strategic planning: Current towards future = Successful vision Strategy implementation, monitoring and evaluation

T H A N K Y O U